Inner Spirit Expanding into Ontario Market with Kingston Location

February 13, 2019

Spiritleaf-branded retail store expected to open in April 2019 to serve cannabis consumers

CALGARY, Alberta (February 13, 2019) – Inner Spirit Holdings Ltd. (“Inner Spirit” or “the Company”) (CSE:ISH) is pleased to announce that its subsidiary, Spirit Leaf Inc. (“SLI”), has entered into an agreement with one of the initial 25 retail cannabis lottery winners in the province of Ontario, as selected by the Alcohol and Gaming Commission of Ontario (“AGCO”). The lottery winner has made an application to open a Spiritleaf retail cannabis store on Princess Street in the heart of Kingston, Ontario in anticipation of a targeted April 1, 2019 opening.

“The Spiritleaf brand has a deep connection to Kingston having supported the Gord Downie and Chanie Wenjack Fund to promote reconciliation efforts in the country,” said Darren Bondar, President and CEO of Inner Spirit. “Our company’s entry into the Ontario market is an important milestone for our business strategy and highlights our plans to locate more than 100 stores throughout the country that support and promote the Spiritleaf brand for Canada’s cannabis consumer. We look forward to the collaboration with the lottery winner and entering the Ontario market through Kingston.”

The retail agreement entered into with the Ontario retail lottery winner allows for the opening of a Spiritleaf store through a brand licence and consulting arrangement with SLI. SLI is collaborating with the lottery winner to build out the store location, license its brand and operating standards, and provide expert product training.

SLI has also entered into 20 franchise agreements for the Ontario market in anticipation of the Government of Ontario’s plans to issue additional retail licences starting in December 2019, with intentions of opening, or licensing others the right to open, up to the maximum 75 stores initially expressed to be permitted by the provincial government.

Inner Spirit has four Spiritleaf retail franchise stores currently operating in Alberta and Saskatchewan with a fifth outlet scheduled to open in Northeast Calgary’s Stonegate Plaza on February 14, 2019.

About Inner Spirit

Inner Spirit is establishing a chain of recreational cannabis stores under its Spiritleaf brand. Supporting local entrepreneurs by applying its award-winning franchise and retail models, Inner Spirit has more than 100 franchise agreements in place for potential Spiritleaf locations and also plans to operate corporate outlets in certain jurisdictions. Developing a diverse portfolio of quality and curated lifestyle cannabis products – including Spiritleaf’s own locally sourced lines – Spiritleaf is positioned to be an iconic Canadian brand and the most trusted source for recreational cannabis. More information can be found on Inner Spirit’s website at www.innerspiritholdings.com.

Forward-looking statements

This press release contains statements and information that, to the extent that they are not historical fact, may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information may include financial and other projections, as well as statements regarding future plans, objectives or economic performance, or the assumption underlying any of the foregoing. In some cases, forward-looking statements can be identified by terms such as “may”, “could”, “will”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “potential”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Examples of such statements include, but are not limited to, statements with respect to the objectives and business plans of the Company; the establishment of a Spiritleaf store in Kingston, Ontario through a brand license and consulting agreement with an Ontario retail cannabis lottery winner; the issuance of additional retail cannabis licenses by the Government of Ontario starting in December 2019; the intention of the Company to open, or license others the right to open, up to the maximum 75 retail cannabis stores in Ontario initially expressed to be permitted by the Government of Ontario; the establishment of retail cannabis stores in Canada; and the intention to grow the Company’s business and operations. Actual results could differ materially from those currently anticipated due to a number of factors and risks, including but not limited to, the risk that additional stores may not open due to national retail cannabis supply issues; the risk that the lottery winner does not open a retail cannabis store as described in this news release or at all; the risk that the Company or its franchisees are not able to open additional retail cannabis stores in Canada or in Ontario; the risk that the arrangement with the lottery winner described herein does not proceed as anticipated or at all; and other factors outside of the Company’s control. Readers are cautioned that the foregoing list of factors and risks is not exhaustive. Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. The Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.